This Voting Agreement (this Agreement), dated September 17, 2019, is entered into by and between FB Financial Corporation, Inc., a Tennessee corporation (FB Financial), and [●] (the Shareholder).
R E C I T A L S
A. Concurrently with the parties execution of this Agreement, FB Financial; FirstBank, a Tennessee-chartered banking corporation and wholly owned subsidiary of FB Financial (FirstBank); FNB Financial Corp., a Kentucky corporation (FNB); and Farmers National Bank of Scottsville, a national banking association and wholly owned subsidiary of FNB (FN Bank), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the Merger Agreement) providing for, among other things, the merger of FNB with and into FB Financial (the Merger) and the conversion of the outstanding shares of FNB Stock (as defined below) into the right to receive the Merger Consideration.
B. As a condition to FB Financials willingness to enter into the Merger Agreement, FB Financial has required that the Shareholder execute and deliver this Agreement.
C. In order to induce FB Financial to enter into the Merger Agreement, the Shareholder is willing to make certain representations, warranties, covenants, and agreements with respect to the shares of common stock, par value $10.00 per share, of FNB (the FNB Stock) beneficially owned (within the meaning of Rule 13d-3 (Rule 13d-3) promulgated by the Securities and Exchange Commission (the SEC) under the Securities Exchange Act of 1934, as amended) by the Shareholder and set forth below the Shareholders signature on the signature page to this Agreement (the Owned Shares, and together with any additional shares of FNB Stock or any other class or series of capital stock of FNB contemplated by Section 6 hereof, the Shares).
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement.
2. Representations of Shareholder. The Shareholder represents and warrants to FB Financial that:
(a) The Shareholder is the beneficial owner (within the meaning of Rule 13d-3) of, and has good title to, all of the Owned Shares. The Owned Shares are owned by the Shareholder free and clear of any and all Liens, and, except for this Agreement, there are no options or other rights, agreements, arrangements, or commitments of any kind to which the Shareholder is a party or by or to which the Shareholder or the Owned Shares are bound or subject relating to the pledge, transfer, disposition, or voting of any of the Owned Shares, and there is no voting trust or voting agreement with respect to the Owned Shares.
(b) The Shareholder does not beneficially own (within the meaning of Rule 13d-3) any shares of FNB Stock, or any shares of any other class or series of capital stock of FNB, other than the Owned Shares.
(c) The Shareholder has full power and authority and legal capacity to enter into, execute, and deliver this Agreement and to perform fully the Shareholders obligations hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes the legal, valid, and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms.
(d) The execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder will not, conflict with, violate, result in a breach of, constitute a default (with or without notice or lapse of time or both) under, or give rise to or result in the creation of a Lien on any of the Owned Shares pursuant to (i) any trust agreement, loan or credit agreement, note, bond, mortgage, deed of trust, indenture, lease, contract, or other agreement or instrument to which the Shareholder is a party, by which the Shareholder or any of the Shareholders property or assets (including without limitation the Owned Shares) are bound, or to which the Shareholder or any of the Shareholders property or assets (including without limitation the Owned Shares) are subject, or (ii) any Law applicable to or binding upon the Shareholder or the Shareholders property or assets (including without limitation the Owned Shares).